Recall Petition

May 15, 2014

Mr. Thompson,

In reply to your email requesting information on the status of a petition to recall Mr. Rich Kelley from
the Board of Directors, the Board received the petition from Al Duff at the April 9, 2014 Directors
meeting. Mr. Duff did not inform the Board when he received the petition nor did he inform the Board
who he received the petition from. There was no author or any form of ownership attributable to the
petition. This poses a problem as there was no author to contact reference our concerns about the
petition. At the May 13, 2014 Directors meeting I had hoped that the owner/author of the petition
would be identified. At that meeting the Johnsons (Lot 249) advised me that you were the author. If you
are not, please advise me of the author(s)/owner(s) name if known.

It is the opinion of the Board that the petition is invalid. The petition, as written, asks for the removal
of Mr. Kelley from the Board, however it also asks for the removal of Mr. Kelley from the office of
Treasurer. You cite Bylaws Article III Section 8 as the rule allowing the membership to remove a Director
by petition and a membership vote. In this you are correct. However, by including removal of Mr. Kelley
as an officer the petition is in violation of Bylaws Article IV Section 3 which specifies that only the Board
of Directors may remove an officer. It is the Boards opinion that those who signed the petition may
not know of this violation and may believe that the petition can include removal of an officer, creating
false expectations on their part. Secondly, it is the Boards responsibility to protect the Association from
legal actions if possible. If this petition is allowed to go forward as written it will without a doubt open
the door for a possible lawsuit by Mr. Kelley against the Association and possibly against the author(s)/
owner(s) of the petition. With this in mind the Board will not go forward with this petition.

It is interesting and disconcerting that the authors of this petition choose to remain hidden. The identity
of all persons involved in the writing and signing of a petition for removal of a Board member are
open to disclosure to the membership (see Bylaws Article III Section 8, last sentence). This may
include the actual votes also. Those signing any such petition should be made aware of this provision.

This Board is committed to following the rules and the laws of the State of Arizona. When a petition
for removal of a Board member is presented to the Board and is in compliance with all applicable rules
and laws the Board will call for a members meeting and vote on the removal within the mandated time
period
.
Recourse to this Board decision is to either write a new petition or file a complaint with the Office of
Administrative Hearings.

David West, Secretary, Highroads Property Owners Association